VIAVI ANNOUNCES SECOND QUARTER FISCAL 2024 RESULTS

Second Quarter

    --  Net revenue of $254.5 million, down $30.0 million or 10.5%
        year-over-year
    --  GAAP operating margin of 8.8%, up 80 bps year-over-year
    --  Non-GAAP operating margin of 13.2%, down 300 bps year-over-year
    --  GAAP diluted Earnings per share (EPS) of $0.05, up $0.01 or 25.0%
        year-over-year
    --  Non-GAAP diluted EPS of $0.11, down $0.03 or 21.4% year-over-year

CHANDLER, Ariz., Feb. 1, 2024 /PRNewswire/ -- VIAVI (NASDAQ: VIAV) today reported results for its second fiscal quarter ended December 30, 2023.

Second quarter of fiscal 2024 net revenue was $254.5 million. GAAP net income was $10.7 million, or $0.05 per share. Non-GAAP net income was $23.7 million, or $0.11 per share.

First quarter of fiscal 2024 net revenue was $247.9 million. GAAP net income was $9.8 million, or $0.04 per share. Non-GAAP net income was $19.5 million, or $0.09 per share.

Second quarter of fiscal 2023 net revenue was $284.5 million. GAAP net income was $8.4 million, or $0.04 per share. Non-GAAP net income was $31.5 million, or $0.14 per share.

"The December quarter came in stronger than expected. Revenue was slightly above the mid-point of our guidance, helped by stronger demand for 400G/800G Fiber, Mil/Aero, and SE products. EPS came in above the high end of our guidance, driven by a richer margin revenue mix. In the near term, we expect stronger demand in the above segments to help offset continued weakness in Service Provider spend" said Oleg Khaykin, VIAVI's President and Chief Executive Officer.

Financial Overview:

The tables below (in millions, except percentage, and per share data) provide comparisons of quarterly results to prior periods, including sequential quarterly and year-over-year changes. A full reconciliation between the GAAP and non-GAAP measures included in the tables is contained in this release under the section titled "Use of Non-GAAP (Adjusted) Financial Measures."

Second Quarter Ended December 30, 2023


                                      
           
     GAAP Results


                                Q2      Q1                      Q2                    Change


                             FY 2024 FY 2024                 FY 2023           Q/Q                      Y/Y



     Net revenue             $254.5   $247.9                   $284.5          2.7 %                 (10.5) %



     Gross margin            58.2 %  58.2 %                  58.7 %   -bps                  (50) bps



     Operating margin         8.8 %   6.5 %                   8.0 %   230 bps               80 bps



     Income from operations    22.4     16.0                     22.9         40.0 %                  (2.2) %



     Net income per share      0.05     0.04                     0.04         25.0 %                   25.0 %


                                     
             
     Non-GAAP Results


                                Q2       Q1                         Q2                   Change


                             FY 2024  FY 2024                    FY 2023          Q/Q                   Y/Y



     Gross margin            60.0 %   60.1 %                     61.1 %   (10)                 (110)
                                                                            bps                  bps



     Operating margin        13.2 %   12.4 %                     16.2 %   80 bps               (300)
                                                                                                 bps



     Income from operations    33.7      30.8                        46.0         9.4 %              (26.7) %



     Earnings per share        0.11      0.09                        0.14        22.2 %              (21.4) %


                                                        
              
     Net Revenue by Segment


                                                   Q2        Q1                            Q2               Change


                                                FY 2024   FY 2024                     FY 2023 (1)    Q/Q             Y/Y



     Network Enablement                         $155.5     $150.0                           $183.3   3.7 %        (15.2) %



     Service Enablement                           24.1       20.4                             23.8  18.1 %           1.3 %



     Optical Security and Performance Products    74.9       77.5                             77.4 (3.4) %         (3.2) %



     
                Total                         $254.5     $247.9                           $284.5   2.7 %        (10.5) %


     (1) Effective for the first quarter of fiscal 2024, management of certain products moved from the SE segment to the NE segment to better align with operational and go-to-market strategies. As a result, prior period balances have been recast to reflect the impact to net revenue, gross profit and gross margin.
    --  Americas, Asia-Pacific and EMEA customers represented 40.5%, 31.2% and
        28.3%, respectively, of total net revenue for the quarter ended December
        30, 2023.
    --  As of December 30, 2023, the Company held $571.8 million in total cash,
        short-term investments and short-term restricted cash.
    --  As of December 30, 2023, the Company had $96.4 million aggregate
        principal amount of 1.00% Senior Convertible Notes, $250 million
        aggregate principal amount of 1.625% Senior Convertible Notes and $400
        million aggregate principal amount of 3.75% Senior Notes with a total
        net carrying value of $729.1 million.
    --  During the fiscal quarter ended December 30, 2023, the Company generated
        $20.4 million of cash flows from operations.

Business Outlook for the Third Quarter of Fiscal 2024

For the third quarter of fiscal 2024 ending March 30, 2024, the Company expects net revenue to be between $245 million to $253 million and non-GAAP EPS to be between $0.05 to $0.09.

With respect to our expectations above, the Company has not reconciled GAAP net income per share to non-GAAP EPS in this press release because it is unable to provide a meaningful or accurate estimate of certain reconciling items described in the "Use of Non-GAAP (Adjusted) Financial Measures" section below and the information is not available without unreasonable effort as a result of the inherent difficulty of forecasting the timing and/or amounts of certain items, including certain charges related to restructuring, acquisition, integration and related charges. In addition, the Company believes such reconciliations would imply a degree of precision that may be confusing or misleading to investors.

Conference Call

The Company will discuss these results and other related matters at 1:30 p.m. Pacific Time on February 1, 2024 in a live webcast, which will also be archived for replay on the Company's website at https://investor.viavisolutions.com. The Company will post supplementary slides outlining the Company's latest financial results on https://investor.viavisolutions.com under the "Quarterly Results" section concurrently with this earnings press release. This press release is being furnished as a Current Report on Form 8-K with the Securities and Exchange Commission, and will be available at www.sec.gov.

About VIAVI

VIAVI (NASDAQ: VIAV) is a global provider of network test, monitoring and assurance solutions for telecommunications, cloud, enterprises, first responders, military, aerospace and railway. VIAVI is also a leader in light management technologies for 3D sensing, anti-counterfeiting, consumer electronics, industrial, automotive, government and aerospace applications. Learn more about VIAVI at www.viavisolutions.com. Follow us on VIAVI Perspectives, LinkedIn and YouTube.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include any expectation, anticipation or guidance as to future financial performance, including future revenue, gross margin, operating expense, operating margin, profitability targets, cash flow and other financial metrics, as well as the impact and duration of certain trends and market position and conditions, including market stabilization and recovery. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. In particular, the Company's ability to predict future financial performance continues to be difficult due to, among other things: (a) continuing general limited visibility across many of our product lines; (b) quarter-over-quarter product mix fluctuations, which can materially impact profitability measures due to the broad gross margin ranges across our portfolio; (c) consolidations in our customer base; (d) unforeseen changes or deceleration in the demand for current and new products, technologies, services, delays or unforeseen events in the roll-out of new industry platforms such as 5G or evolving technology such as 3D sensing and customer purchasing delays due to macroeconomic conditions, tightening of expenditures or as they assess or transition to such new technologies and/or architectures, all of which limit near-term demand visibility, and could negatively impact potential revenue; (e) continued decline of average selling prices across our businesses; (f) notable seasonality and a significant level of in-quarter book-and-ship business; (g) various product and manufacturing transfers, site consolidations, product discontinuances and restructuring and workforce reduction plans, including anticipated cost savings associated with such plans; (h) challenges integrating the businesses the Company has acquired and realizing all of the expected benefits and savings; (i) supply chain and materials constraints and the ability of our suppliers and contract manufacturers to meet production and delivery requirements to our forecasted demand; (j) potential disruptions or delays to our manufacturing and operations due to climate conditions and natural disasters in the regions where we operate, such as wildfires, drought conditions and related water shortages in Arizona, as well as wildfires in Northern California and related blackouts and power outages in that region; (k) the uncertain and ongoing impact to our supply chain of military conflicts, such as the ongoing conflict between Russia and Ukraine and the escalating armed conflict between Israel and Hamas, tariffs, sanctions and other trade measures imposed by domestic and foreign governments, adverse actions and escalating tensions with foreign governments, including China, and the possibility of escalation of "trade wars," cyber-attacks, and retaliatory measures; (l) the impact of infectious disease outbreaks, epidemics, and pandemics including the ongoing effects of COVID-19 on our financial results, revenues, customer demand, business operations and manufacturing and on the business operations of our customers, contract manufacturers and suppliers; and (m) inherent uncertainty related to global markets, including inflationary pressures, recessions, tightening monetary policy and liquidity, and the effect of such markets on demand for our products. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. For more information on the risks and uncertainties associated with the Company's business, please refer to the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" sections of the Company's filings with the Securities and Exchange Commission, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q. The forward-looking statements contained in this press release are made as of the date thereof and the Company assumes no obligation to update such statements. We have not filed our Form 10-Q for the quarter ended December 30, 2023. As a result, all financial results described in this earnings release should be considered preliminary, and are subject to change to reflect any necessary adjustments or changes in accounting estimates, that are identified prior to the time we file the Form 10-Q.

Contact Information

Investors:
Chetan Doshi - Head of Corporate FP&A
408-404-6305
chetan.doshi@viavisolutions.com

Press:
Amit Malhotra
202-341-8624
amit.malhotra@viavisolutions.com

The following financial tables are presented in accordance with GAAP, unless otherwise specified.

-SELECTED PRELIMINARY FINANCIAL DATA -


                                                           
              
                VIAVI SOLUTIONS INC.

                                                 
           
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                   
              
                (in millions, except per share data)

                                                                
              
                (unaudited)

                                                                
              
                PRELIMINARY




                                                                                                         Three Months Ended                                              Six Months Ended


                                                                                   December 30, 2023                               December 31, 2022  December 30, 2023                   December 31, 2022



     Net revenue                                                                             $254.5                                           $284.5              $502.4                               $594.7



     Cost of revenues                                                                         103.1                                            111.8               203.1                                230.1



     Amortization of acquired technologies                                                      3.4                                              5.7                 6.9                                 12.8



        Gross profit                                                                          148.0                                            167.0               292.4                                351.8



     Operating expenses:



     Research and development                                                                  49.5                                             51.9                99.4                                104.5



     Selling, general and administrative                                                       74.8                                             90.0               152.0                                170.2



     Amortization of other intangibles                                                          1.4                                              2.2                 3.5                                  4.4



     Restructuring and related benefits                                                       (0.1)                                                              (0.9)



        Total operating expenses                                                              125.6                                            144.1               254.0                                279.1



     Income from operations                                                                    22.4                                             22.9                38.4                                 72.7



     Interest and other income, net                                                             3.8                                              2.2                14.0                                  3.3



     Interest expense                                                                         (7.9)                                           (6.2)             (15.7)                              (12.3)



        Income before income taxes                                                             18.3                                             18.9                36.7                                 63.7



     Provision for income taxes                                                                 7.6                                             10.5                16.2                                 22.7



     Net income                                                                               $10.7                                             $8.4               $20.5                                $41.0





     Net income per share:



     Basic                                                                                    $0.05                                            $0.04               $0.09                                $0.18



     Diluted                                                                                  $0.05                                            $0.04               $0.09                                $0.18





     Shares used in per share calculations:



     Basic                                                                                    222.5                                            225.9               222.2                                226.1



     Diluted                                                                                  223.5                                            227.1               223.9                                228.8




                                             
     
       The preliminary financial statements are estimated based on our current information.


                                           
              
                VIAVI SOLUTIONS INC.

                                   
              
                CONDENSED CONSOLIDATED BALANCE SHEETS

                                         
              
                (in millions, unaudited)

                                                
              
                PRELIMINARY




                                                                                                                       December 30, 2023 July 1, 2023



     
                ASSETS



     Current assets:



     Cash and cash equivalents                                                                                                   $543.7        $506.5



     Short-term investments                                                                                                        25.0          14.6



     Restricted cash                                                                                                                3.1           4.5



     Accounts receivable, net                                                                                                     208.9         231.2



     Inventories, net                                                                                                             115.1         116.1



     Prepayments and other current assets                                                                                          69.5          72.1



     Total current assets                                                                                                         965.3         945.0



     Property, plant and equipment, net                                                                                           236.5         243.0



     Goodwill, net                                                                                                                455.2         455.2



     Intangibles, net                                                                                                              48.2          58.6



     Deferred income taxes                                                                                                         90.4          87.0



     Other non-current assets                                                                                                      60.6          61.7



     Total assets                                                                                                              $1,856.2      $1,850.5



     
                LIABILITIES AND STOCKHOLDERS' EQUITY



     Current liabilities:



     Accounts payable                                                                                                             $43.8         $47.2



     Accrued payroll and related expenses                                                                                          46.6          50.5



     Deferred revenue                                                                                                              60.8          78.6



     Accrued expenses                                                                                                              21.9          21.2



     Short-term debt                                                                                                               96.3          96.2



     Other current liabilities                                                                                                     42.7          49.8



     Total current liabilities                                                                                                    312.1         343.5



     Long-term debt                                                                                                               632.8         629.5



     Other non-current liabilities                                                                                                183.3         186.7



     Total stockholders' equity                                                                                                   728.0         690.8



     Total liabilities and stockholders' equity                                                                                $1,856.2      $1,850.5




           
              
                The preliminary financial statements are estimated based on our current information.


                                                        
              
                VIAVI SOLUTIONS INC.

                                                   
              
                REPORTABLE SEGMENT INFORMATION

                                                      
              
                (in millions, unaudited)

                                                             
              
                PRELIMINARY


                                                                                         
              
              Three Months Ended December 30, 2023


                                          Network and Service
                                               Enablement


                                  Network                            Service                              Network and                                 Optical
                                                                                                                                                      Security        Other Items (1)                 Consolidated
                       Enablement                       Enablement                                Service                             and Performance                                     GAAP Measures
                                                                                               Enablement                               Products



     Net revenue                  $155.5                               $24.1                                    $179.6                                     $74.9 
     $                   -                       $254.5




      Gross profit                  $97.2                               $16.6                                    $113.8                                     $39.0                  $(4.8)                       $148.0


      Gross margin                 62.5 %                             68.9 %                                   63.4 %                                   52.1 %                                              58.2 %





     Operating income                                                                                         $6.4                                     $27.3                 $(11.3)                        $22.4



     Operating margin                                                                                        3.6 %                                   36.4 %                                               8.8 %


                                                                            
      
                Three Months Ended December 31, 2022


                                          Network and Service
                                               Enablement


                                  Network                          Service               Network and                                 Optical         Other Items
                                                                                                                                     Security             (1)                    Consolidated
                       Enablement                       Enablement
                           (2)                              (2)                Service                               and Performance                                 GAAP Measures
                                                                              Enablement                                 Products



     Net revenue                  $183.3                             $23.8                     $207.1                                     $77.4 
     $               -                       $284.5




      Gross profit                 $118.1                             $15.3                     $133.4                                     $40.5              $(6.9)                       $167.0


      Gross margin                 64.4 %                           64.3 %                    64.4 %                                   52.3 %                                          58.7 %




      Operating income                                                                         $18.5                                     $27.5             $(23.1)                        $22.9


      Operating margin                                                                         8.9 %                                   35.5 %                                           8.0 %


                                                                            
       
                Six Months Ended December 30, 2023


                                          Network and Service
                                               Enablement


                                  Network                          Service               Network and                                 Optical         Other Items
                                                                                                                                     Security             (1)                    Consolidated
                       Enablement                       Enablement             Service                               and Performance                                 GAAP Measures
                                                                              Enablement                                 Products



     Net revenue                  $305.5                             $44.5                     $350.0                                    $152.4 
     $               -                       $502.4




      Gross profit                 $191.8                             $30.3                     $222.1                                     $79.7              $(9.4)                       $292.4


      Gross margin                 62.8 %                           68.1 %                    63.5 %                                   52.3 %                                          58.2 %




      Operating income                                                                          $7.9                                     $56.6             $(26.1)                        $38.4


      Operating margin                                                                         2.3 %                                   37.1 %                                           7.6 %


                                                                            
       
                Six Months Ended December 31, 2022


                                          Network and Service
                                               Enablement


                                  Network                          Service               Network and                                 Optical         Other Items
                                                                                                                                     Security             (1)                    Consolidated
                       Enablement                       Enablement
                           (2)                              (2)                Service                               and Performance                                 GAAP Measures
                                                                              Enablement                                 Products



     Net revenue                  $379.8                             $46.2                     $426.0                                    $168.7 
     $               -                       $594.7




      Gross profit                 $244.9                             $30.1                     $275.0                                     $92.3             $(15.5)                       $351.8


      Gross margin                 64.5 %                           65.2 %                    64.6 %                                   54.7 %                                          59.2 %




      Operating income                                                                         $47.3                                     $66.1             $(40.7)                        $72.7


      Operating margin                                                                        11.1 %                                   39.2 %                                          12.2 %


     (1) Other items include charges (benefits) unrelated to core operating performance primarily consisting of stock-based compensation, amortization of acquisition-related intangibles, restructuring, changes in fair value of contingent consideration liabilities and other charges unrelated to core operating performance.



     (2) Effective for the first quarter of fiscal 2024, management of certain products moved from the SE segment to the NE segment to better align with operational and go-to-market strategies. As a result, prior period balances have been recast to reflect the impact to net revenue, gross profit and gross margin.






                                                                                                                                                                                                        
              
                The preliminary financial schedules are estimated based on our current information.

Use of Non-GAAP (Adjusted) Financial Measures

The Company provides non-GAAP gross margin, non-GAAP operating margin, non-GAAP net income, non-GAAP earnings per share, EBITDA and adjusted EBITDA financial measures as supplemental information regarding the Company's operational performance. The Company uses the measures disclosed in this release to evaluate the Company's historical and prospective financial performance, as well as its performance relative to its competitors. Specifically, management uses these items to further its own understanding of the Company's core operating performance, which the Company believes represent its performance in the ordinary, ongoing and customary course of its operations. Accordingly, management excludes from core operating performance items such as those relating to certain purchase price accounting adjustments, amortization of acquisition-related intangibles, stock-based compensation, legal settlements, restructuring, changes in fair value of contingent consideration liabilities and certain investing expenses and other activities that management believes are not reflective of such ordinary, ongoing and core operating activities. The Company believes excluding these items enables investors to evaluate more clearly and consistently the Company's core operational performance.

The Company believes providing this additional information allows investors to see Company results through the eyes of management. The Company further believes that providing this information allows investors to better understand the Company's financial performance and, importantly, to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance.

The non-GAAP adjustments described in this release are excluded by the Company from its GAAP financial measures because the Company believes excluding these items enables investors to evaluate more clearly and consistently the Company's core operational performance. The non-GAAP adjustments are outlined below.

Cost of revenues, costs of research and development and costs of selling, general and administrative: The Company's GAAP presentation of gross margin and operating expenses may include (i) additional depreciation and amortization from changes in estimated useful life and the write-down of certain property, equipment and intangibles that have been identified for disposal but remained in use until the date of disposal, (ii) charges such as severance, benefits and outplacement costs related to restructuring plans, (iii) costs for facilities not required for ongoing operations, and costs related to the relocation of certain equipment from these facilities and/or contract manufacturer facilities, (iv) stock-based compensation, (v) amortization expense related to acquired intangibles, (vi) changes in fair value of contingent consideration liabilities and (vii) other charges unrelated to our core operating performance comprised mainly of acquisition related transaction costs, integration costs related to acquired entities, litigation and legal settlements and other costs and contingencies unrelated to current and future operations, including transformational initiatives such as the implementation of simplified automated processes, site consolidations, and reorganizations. The Company excludes these items in calculating non-GAAP gross margin, non-GAAP operating margin, non-GAAP net income, non-GAAP earnings per share, EBITDA and adjusted EBITDA.

Non-cash interest expense and other expense: The Company excludes certain investing expenses, including accretion of debt discount, and other non-cash activities that management believes are not reflective of such ordinary, ongoing and core operating activities, in calculating non-GAAP net income and non-GAAP EPS.

Income tax expense or benefit: The Company excludes certain non-cash tax expense or benefit items, such as the utilization of net operating losses where valuation allowances were released, intra-period tax allocation benefit and the tax effect for amortization of non-tax deductible intangible assets, in calculating non-GAAP net income and non-GAAP earnings per share.

Interest, taxes, depreciation, amortization and other adjustments: The Company's EBITDA calculation primarily excludes interest income and other income (expense), interest expense, taxes, depreciation and amortization, and other items that are not part of its core operating performance described above. The Company's adjusted EBITDA excludes items in addition to the items excluded from the EBITDA calculation, such as stock-based compensation, restructuring and related charges (benefits), gain or loss on sale of available for-sale investments, changes in fair value of contingent consideration liabilities arising from prior acquisitions and other charges related to activities that are not part of its core operating performance described above. Management believes adjusted EBITDA is a helpful indicator of the Company's core operational cash flow.

Non-GAAP financial measures are not in accordance with, preferable to, or an alternative for, generally accepted accounting principles in the United States. The GAAP measure most directly comparable to non-GAAP net income is net income. The GAAP measure most directly comparable to non-GAAP earnings per share is net income per share. The Company believes these GAAP measures alone are not fully indicative of its core operating expenses and performance and that providing non-GAAP financial measures in conjunction with GAAP measures provides valuable supplemental information regarding the Company's overall performance.


                                                                                                         
              
                VIAVI SOLUTIONS INC.

                                                                                           
         
                RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS

                                                                                                         
              
                TO NON-GAAP MEASURES

                                                                                                 
              
                (in millions, except per share data)

                                                                                                             
              
                (unaudited)

                                                                                                             
              
                PRELIMINARY




              The following tables reconcile GAAP measures to non-GAAP measures:




                                                                                                                                Three Months Ended                                                                   
              
            Six Months Ended


                                                                                                December 30, 2023                                                     December 31, 2022                         December 30, 2023                                December 31, 2022


                                                                                          Gross                           Gross                                Gross                          Gross          Gross                            Gross               Gross                   Gross
                                                                                  Profit                     Margin                                Profit                              Margin         Profit                      Margin                  Profit                   Margin



              GAAP measures                                                             $148.0                           58.2 %                               $167.0                          58.7 %         $292.4                            58.2 %              $351.8                   59.2 %



                Stock-based compensation                                                   1.2                            0.4 %                                  1.2                           0.4 %            2.4                             0.5 %                 2.4                    0.4 %



                Other charges unrelated to core operating                                  0.2                            0.1 %                                                                 - %           0.1                               - %                0.3                    0.1 %
      performance (1)



                Amortization of intangibles                                                3.4                            1.3 %                                  5.7                           2.0 %            6.9                             1.4 %                12.8                    2.1 %



              Total related to Cost of Revenue                                             4.8                            1.8 %                                  6.9                           2.4 %            9.4                             1.9 %                15.5                    2.6 %



              Non-GAAP measures                                                         $152.8                           60.0 %                               $173.9                          61.1 %         $301.8                            60.1 %              $367.3                   61.8 %


                                                                                           
              
               Three Months Ended                                                                               
            
            Six Months Ended


                                                                               December 30, 2023                                                       December 31, 2022                                  December 30, 2023                                     December 31, 2022


                                                                     Operating                          Operating                           Operating                           Operating          Operating                          Operating              Operating                   Operating
                                                              Income                           Margin                                Income                              Margin             Income                            Margin                  Income                      Margin



              GAAP measures                                             $22.4                               8.8 %                               $22.9                                8.0 %              $38.4                               7.6 %                  $72.7                       12.2 %



                Stock-based compensation                                 12.5                               4.9 %                                13.0                                4.6 %               23.7                               4.7 %                   26.0                        4.4 %



                Change in fair value of contingent liability            (7.0)                            (2.8) %                                 1.3                                0.5 %              (8.4)                            (1.7) %                    1.8                        0.3 %



                Other charges (benefits) unrelated to core                1.1                               0.4 %                                 0.9                                0.3 %                1.3                               0.3 %                  (4.3)                     (0.7) %
      operating performance (1)



                Amortization of intangibles                               4.8                               1.9 %                                 7.9                                2.8 %               10.4                               2.1 %                   17.2                        2.9 %



                Restructuring and related benefits                      (0.1)                                - %                                                                    - %             (0.9)                            (0.2) %                                                - %



              Total related to Cost of Revenue and Operating             11.3                               4.4 %                                23.1                                8.2 %               26.1                               5.2 %                   40.7                        6.9 %
    Expenses



              Non-GAAP measures                                         $33.7                              13.2 %                               $46.0                               16.2 %              $64.5                              12.8 %                 $113.4                       19.1 %


                                                                                   
             
             Three Months Ended                                                          
             
     Six Months Ended


                                                                        December 30, 2023                                           December 31, 2022                      December 30, 2023                      December 31, 2022


                                                             Net Income                        Diluted                    Net Income                      Diluted    Net Income                   Diluted       Net Income          Diluted
                                                                                         EPS                                                          EPS
                                                                                                                                                                                                     EPS                               EPS



              GAAP measures                                      $10.7                           $0.05                           $8.4                         $0.04          $20.5                      $0.09             $41.0             $0.18



              Items reconciling GAAP Net income and EPS to
    Non-GAAP Net income and EPS:



              Stock-based compensation                            12.5                            0.06                           13.0                          0.06           23.7                       0.10              26.0              0.11



              Change in fair value of contingent liability       (7.0)                         (0.03)                           1.3                          0.01          (8.4)                    (0.04)              1.8              0.01



              Other charges (benefits) unrelated to core           1.1                                                           0.9                                         1.3                       0.01             (4.3)           (0.02)
    operating performance (1)



              Amortization of intangibles                          4.8                            0.02                            7.9                          0.03           10.4                       0.05              17.2              0.08



              Restructuring and related benefits                 (0.1)                                                                                                   (0.9)                    (0.01)



              Litigation settlement (2)                            0.3                                                                                                    (7.0)                    (0.03)



              Non-cash interest expense and other expense          1.2                            0.01                                                                       2.4                       0.01



              Provision for income taxes                           0.2                                                                                                      1.2                       0.01               2.3              0.01



                Total related to Net income and EPS               13.0                            0.06                           23.1                          0.10           22.7                       0.10              43.0              0.19



              Non-GAAP measures                                  $23.7                           $0.11                          $31.5                         $0.14          $43.2                      $0.19             $84.0             $0.37



              Shares used in per share calculation for Non-                                     223.5                                                       227.1                                    223.9                              228.8
    GAAP EPS


     Note: Certain totals may not add due to rounding.



     (1) Other items include charges (benefits) unrelated to core operating performance primarily consisting of certain acquisition and integration related charges, legal settlement, accretion of debt discount and losses on disposal of long-lived assets.



     (2) Unfavorable (favorable) litigation settlement recorded to Interest and other income, net in the Consolidated Statements of Operations for the three and six months ended December 30, 2023.




                                                                                                                                                                                      
              
                The preliminary financial schedules are estimated based on our current information.


                                                                             
             
                VIAVI SOLUTIONS INC.

                                                                       
     
           RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS

                                                                              
             
                TO ADJUSTED EBITDA

                                                                           
             
                (in millions, unaudited)

                                                                                
              
                PRELIMINARY




                                                                                                                                               Three Months Ended                                       Six Months Ended


                                                                                                                             December 30, 2023                    December 31, 2022  December 30, 2023                   December 31, 2022



     GAAP Net Income                                                                                                                    $10.7                                  $8.4               $20.5                                $41.0



     Interest and other income, net (1)                                                                                                 (3.8)                                (2.2)             (14.0)                               (3.3)



     Interest expense                                                                                                                     7.9                                   6.2                15.7                                 12.3



     Provision for income taxes                                                                                                           7.6                                  10.5                16.2                                 22.7



     Depreciation                                                                                                                         9.7                                   8.6                19.5                                 17.1



     Amortization                                                                                                                         4.8                                   7.9                10.4                                 17.2



     EBITDA                                                                                                                              36.9                                  39.4                68.3                                107.0



     Restructuring and related benefits                                                                                                 (0.1)                                                   (0.9)



     Stock-based compensation                                                                                                            12.5                                  13.0                23.7                                 26.0



     Change in fair value of contingent liability                                                                                       (7.0)                                  1.3               (8.4)                                 1.8



     Other charges (benefits) unrelated to core operating performance                                                                     0.7                                   0.6                 0.8                                (4.8)



     Adjusted EBITDA                                                                                                                    $43.0                                 $54.3               $83.5                               $130.0


     Note: Certain totals may not add due to rounding.



     (1) Includes litigation settlements recorded to Interest and other income, net in the Consolidated Statements of Operations for the three and six months ended December 30, 2023.




                                                                                                                       
              
                The preliminary financial schedules are estimated based on our current information.

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SOURCE VIAVI Financials